"Why is this happening to me?" Sam groaned. She couldn't believe they were stuck in an elevator due to a power surge, and right before they we're supposed to be making their next episode of iCarly as well.

"Hey," Freddie exclaimed, "we're just as stuck as you are, and complaining isn't gonna get us moving any faster."

"I know," Sam responded, "I just always get uncomfortable in small spaces."

"It's okay," Carly said reassuringly, "we shouldn't be here for more then an hour."

"An hour!" Sam whined, "I don't know if I can take being here that long."

"Well then, I guess we'll have to take your mind off it," Freddie said with a smirk.

"What are you getting at?" Sam asked suspiciously.

Freddie then surprised her by doing what he had always wanted to do: kissing Sam full on the lips. Sam had no clue how to react as she suddenly felt really warm and relaxed, she then started kissing him back frantically and tore off his shirt.

Carly was completely taken aback by watching her best friends making out and just stared at them intently.

Freddie took things even further by removing Sam's shirt, revealing to his surprise that she wasn't wearing a bra. He stared open mouthed at her nice sized 36C breasts.

"What, you've never seen tits before?" Sam asked jokingly, "I would've thought a geek like you would've looked at all kinds of porn."

"Yeah, I have," he countered, "but it's nothing like looking at the real thing."

Carly eyes widened in complete and utter shock at the sight of Sam's visible and luscious orbs, her panties we're beginning to get wet as well.

Freddie then started to unzip Sam's black jeans only for her to suddenly push his hand away, "I can't do this" she gasped.

"Why not?" Freddie asked, "Are you scared you might regret this?"

"Not exactly," Sam responded. She then removed her jeans and panties revealing to Carly and Freddie's complete shock and bewilderment - a hard thick 7 1/2 inch cock where her vagina would normally be. "It's this thing!" she said fighting back tears, "you both think it's disgusting don't you?" she said miserably.

Carly was shocked that her best friend was a shemale but even more shocked that she was getting incredibly turned on by it. She then responded sexily "Actually, I think it's really hot!"

Sam was totally caught off-guard by Carly's response, "What about you computer geek?" she asked Freddie, "Aren't you at all turned off by the fact that I have a dick?"

"Well actually, I've always been curious about what sex with a shemale would be like."

"Well, then, this is your lucky day!" Sam said sexily. She then tore of his pants and boxers and started gently stroking his rapidly hardening cock.

Carly was now so turned on that she was frantically rubbing her breasts and fingering herself. Sam then took Freddie's cock in her mouth and started slowly licking all around his shaft, causing him to shudder with pleasure. By this point Carly had removed her cloths and was shoving her whole fist up her cunt while pinching her nipples.

Sam then suddenly deep throated Freddie's dick causing him to grab her head. Carly then let out a loud shriek as a powerful orgasm overwhelmed her and her vaginal walls clenched around her fist. She then collapsed in exhaustion and began licking the cum off her fingers taking time to savor the sweet taste.

Seeing this caused to Freddie to lose control and explode in Sam's mouth. She then took his cock out and said a little angrily, "Next time, warn me before you do that!"

"Sorry," Freddie said sheepishly, "it happened so fast."

"That's okay, you can make up for it by sucking my dick." she said with a grin.

Freddie was all too happy to comply and then started licking her all around her shaft, causing Sam to gasp and whimper with pleasure.

Watching Freddie sucking her best friend's dick was all it took to get Carly horny again. She then crawled over to Sam and said pleadingly, "Please, eat me out."

Sam complied with her request and immediately began to feast on her delicious cunt, causing Carly to shriek with pleasure.

Freddie couldn't believe how much he was enjoying Sam's dick. He redoubled his efforts and started sucking her like there was no tomorrow, causing her to eat Carly out even faster. Carly soon went over the edge for the second time and cried her release. Having Carly orgasm all over Sam's face caused her to shoot her hot, sticky load in Freddie's mouth. Her cum tasted better then he expected.

He was painfully hard again by the time he had finished swallowing her jizz, so he then got an idea. "Hey Carly, is it alright if I go inside you?" he asked boldly.

"Sure thing!" she said excitedly, his suggestion having somehow re-energized her.

"And can I take you up the ass?" Sam asked huskily.

"Sure!" Carly exclaimed brightly, "two dicks are better then one!"

Sam and Freddie then both shoved their dicks up Carly's ass and pussy respectively. Carly had already lost her cherry by accident when she got a little too enthusiastic with a vibrator one day.

Sam and Freddie we're both overwhelmed with pleasure as their dicks were stimulated. Carly felt like she going out of her mind from the pleasure she was feeling.

Soon Sam and Freddie both felt their balls begin to fill up, and they we're soon groaning loudly while shooting their cum deep in Carly. Having her best friends orgasming inside her caused Carly to scream at the top of her lungs while she rode out her biggest orgasm yet.

They all collapsed exhaustedly for their orgasms, and sighed contentedly, not wanting to move an inch. At least until the elavator started up all of a sudden, causing them to frantically get dressed. Carly didn't bother putting on her panties, as they we're ruined anyways, so she handed them over to Freddie. "Here, these are yours," she said with a grin.

Freddie then put them in his pocket.

"Hey!, I wanted those too!" Sam whined.

"Don't worry, Sam, you can have the next pair." Carly said with a sexy smile.

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